Got Your Back
by KokoDee
Summary: The battle of Fusion Fall rages on and Numbuh Five finds herself teaming up with Ben Tennyson to battle the nasty goons of Fuse. But what will happen when Fuse's monsters kidnap Ben and Five has to join up with new teammates to save him?
1. Chapter 1

"Just die already!"

The sound of gunfire rang throught the abandoned city. Numbuh Five dodged and rolled as a Fusion spawns dashed at her feet. Acting quickly, she took out her bubblegum pistol, but sighed angrily when she found out it was out of amo. Frustrated, she grabbed a rock and threw it at the slimely creature. It did nothing, the creature just absorbed it.

At first, Numbuh Fives mission was to see if Townsville's citizens had all been evacutated, which it had, but her mission quickly changed to killing as many of Planet Fuse's minions as she could. Unfortunately, they had created a nest downtown and, well... her job wasn't getting any easier.

"Aw man!" Numbuh Five grunted as more spawns surrounded her. "Fine. Ya'll wanna dance? Lets dance!"

That's when the green creatures did something totally unexpected. They all crowded each other and morphed into... something. Numbuh Five couldn't quite tell what it was, yet. After a few seconds though, it was clear. The monsters had morphed into a huge serpent.

"What?!" the KND operative shreiked. "Since when can the do that?"

The creature took advantage of the girl's confusion and started to bring its might head upon her.

"Look out!" A voice shouted as sopmething in green tackled Numbuh Five right as the monster was about to crush her. They landed to the ground with a great thud and Abby's red hat fell of.

"Ouch!" Numbuh Five cried. "Man, get offa me!" She looked up to see a playful smirk and bright green eyes looking back at her. "Ben?"

"Yup," he said, jumping up. "Need help?"

Numbuh Five sat up and put her hat back on. "Got any guns?"

"No."

"Then, yeah."

"Great!" Ben said, turning the dial on the Omnitrix and stopping on Swampfire. "Let's light things up!" And he slamed the button down. Abby averted her eyes as Ben turned into a green, orange, and yellow fire-plant monster. "Swampfire!"

"Ah, man," she held her nose. "You stank!"

"Get used to it."

And on that happy note, they went to action. Swampfire charged a huge fire ball and threw it at the green snakes nose. It's glowing, red eyes looked entirely unamused and it spun, swiping Swampfire to the side. Running towards the monster, Numbuh Five noticed metal shining in the sunlight: a laser gun. She dashed to it, picked it up and checked the amo. Yes, it was full!

"Ugh," Swampfire groaned, getting up. "My head..."

"Ben!" Numbuh Five yelled, skidding to a hault next to him. "Throw me over the monster!"

Without hesitation, Swampfire did it. She jumped on his hands and he shot her over the creature. With a mighty war cry, Abby gave the monster all the amo she could fire. The monster did not approve. It shot it's head and snapped at her, barely missing her side. She landed on the ground rolling.

Suddenly, the monster shot its head up, eyes wide. Then, it raced down the street, dissolving back into fusion spawns.

"Hey!" Swampfire called. "We're not finished with you! Get back here!" He started to run after the monsters, but Numbuh Five pulled him back.

"Not today, Tennyson," she said. She took her commincater out of her pocket and began to enter coordinates. "We have to get this information to Dexter! I'll have a Kids Next Door operative send an airship."

"No need," Swampfire mused, slamming the omnitrix symbol on his chest. Almost instantly, he turned into a another alien. "Jetray!" he screeched.

Numbuh Five backed up. "Nuh-uh. Numbuh Five is not riding on ya."

"Come on!" he argued. "It'll be faster!"

Abby didn't see a way of getting out of this situaqtin. "Fine, but only if ya shut up!"

Jetray chuckled as he knelt down to let Numbuh Five on his back. Hesitantly, she climbed on and made herself as comfotable as she could, which wasn't comfortable at all. "Hold on!" Jetray warned as he took off incredibley fast. Abby could barely breathe as she held onto her hat. She ducked her head to keep the wind out of her face and took deep breaths, trying not to pass out. After eight minutes of suffering, Jetray staggered a bit and slowed down. Abbey lifted her head, "Whats goin' on?"

He staggered again. "I-I don't know. I think we're--" Suddenly, in a flash of green light, he turned back to normal Ben. "Timing out!" And the two started plumeting toward the Earth.

"Gaaah!" Abby paniced, covering her face with her hat. Her long braid whipped about. "I'm neva trustin' a tennager again! This is worse than what Cree would do!"

"Who?!" Ben yelled. "Oh, shut up!" He began angrily turning the Onitrix. "How old are you, anyway?! This always happens at the worst times!"

"Yeah, 'cause you's a fool and Oof--!"

Numbuh Five landed on something soft and bouncy. She took her hat off of her face only to reveal that the landed on a bounce house.

"You've gotta be kiddin' me," she muttered and put her hat on. She slowly got out with Ben right behind her.

"Man," Ben laughed. "What luck!"

"No thanks to you," Numbuh Five said. "We could've been grease spots on the cement!"

"But we aren't."

Numbuh Five rolled her eyes. "You teenagers are fools." She started walking away, but Ben blocked her path.

"Hey, you're almost a teen!"

"No!" Abby tried to get around him. "Numbuh Five just turned twelve! What are you seventeen?"

"No, I'm sixteen!"

"Get outta of Numbuh Five's way, moron!"

"Not until you trust me again."

Abby grimmaced. Desperately, she dashed to the side, but the plumber was there. "Ugh," she muttered. "Fine Numbuh Five trusts ya..." She pointed a finger at his nose. "For now."

Ben put his arms down and Numbuh Five rushed by. He ran next to her to keep up. They both headed towards the main hall, which lead to Dexter's headquaters. Numbuh Five stuck her hands in her pockets and Ben placed his behind his head.

Finally, Ben broke the silence. "Sooo, um, why do you hate teenagers, exactly?"

"That is classified information."

"Oh, come on."

Abby took off her hat and gave Ben a mischevious smirk. "Prove yoself to me, and maybe, in time, Numbuh Five'll tell you. Now come on, we need to talk to Dexter."


	2. Chapter 2

"Are you sure?" Dexter was giving Numbuh Five that look she always hated, the one where he studdied her, as if he could read her thoughts.

A little uncomfortable, Abby tilted her hat down to avoid Dexter's gaze. "Numbuh Five saw it with her own eyes. Those spawns have to be mutated, or somthin'."

Ben, who was standed next to Numbuh Five, impatiently tapped his finger on Dexter's desk. Abby knew how he felt. She also felt impatient and wanted to get out of the lab, to go kick some Fusion butt. But here they were, cooped up in Dex's lab where it was cold, dark, and way too geeky. Numbuh Five shuddered. The technolodgy crap had always been Numbuh Two's thing. She just wanted to be anywhere. Except here.

Dexter put his hand on his chin, the way he did when he was thinking. "I'll need a sample of these 'Fusion mutations'."-he turned to Numbuh Five-"I need you and Ben to collect some samples. Tomarrow you'll have to travel to the infected forests. Yes, the one Numbuh Three and Four are guarding. You'll set off tomarrow." Dexter pressed a silver button on his-incredibley huge-desktop and Numbuh Eighty-Six's face appeared. "Numbuh Eighty-Six, prepare the S.C.A.M.P.E.R. for a mission. I shall explain the details later. Alert Numbuh Three and Numbuh Four that Ben and Numbuh Five shall be arriving at the forest tomarrow morning."

Numbuh Eighty-Six stood in a saluting position. "Sir, yes sir!" And the screen went black.

Ben shot up instantly and jumped on the testing desk. "Booya! A real mission!"

What. An. Idiot. Rolling her eyes, Numbuh Five grabbed his jacket collar and yanked the moronic teenager down on his rump. "Get offa the table!"

"Ow," Ben muttered.

And with that, Dexter shooed them away from the laboratory and out into main hallway, telling them to prepare and to not be late-more specifically to the one in green.

Then there was a huge THWACK and a cry of pain. "ARE YOU AN IDIOT?"

Benjamin, totally shocked by the smack he just acquired from a fuming Numbuh Five, rubbed his cheek. "What was that for?"

"Ya just DANCED on Dex's desk! Are you kidding me?"

"Okay, okay, I'm sorry." Ben held up his hands in surrender. She was obviously still ticked about their little sky diving event this morning.

Abby just took deep breathes and didn't respond. She started to make her way through the crowd of new recruits and friends she had known for a year now. A year. The war had been going on for a year and the odds weren't looking so good. Even with all the new kids, Fuse was DESTROYING them.

Who were they kidding?

Most of the army was just kids. Numbuh Five was just a kid. How could KIDS hope to defeat Fuse?

Ben seemed to understand what she was thinking and pulled her in for a hug, which quickly changed Abby's mood from depressed to embarrased. "Hey, it's okay. We're going to win, okay?"

"I sure hope so..."

"Excuse me, Abigail?"

Numbuh Five gasped. She knew that voice. She KNEW that German accent. And there were only two people how called her by her full name: The Delightful Children from Down the Lane and her best friend.

Henrietta von Marzipan.

Quickly, she pushed Ben away and spun around to see a pretty set of blue eyes looking back at her, a monocle set on her right one. Her blonde hair was in two long braids resting over her shoulders and she was dressed like an adventurer, ready to explore the world.

"I am interupting something, ya?" the girl smiled, and then laughed.

"Heiny!" Numbuh Five cried in delight and tackled the blonde with a bone crushing hug. The two landed on the floor with a thump and giggled uncontrollably. After a good two minutes of laughter, Henrietta stood up and offered Abby a gloved hand, which she took and jumped up.

"It's great to see ya, Heiny. I haven't seen ya in two years!" Abby said, maybe a little too excitedly.

"And a long two years, it has been!" Heiny said, taking Numbuh Five's hand and giving it a light squeeze.

Abby was about to reply, but she was interupted by Ben clearing his throat, showing that he was still standing there. A little irritated, Numbuh Five shot him a not-so-friendly glance and Henrietta saw what was going on.

"I'll leave if you guys-"

"No," Ben interupted a little too quickly. "I'm sure Gwen and Kevin are looking for me anyway." He dissappeared before even saying good-bye.

Numbuh Five wanted to hit something. He was so complicated. Happy one minute, angry the next. Before she could do anything, Henrietta burst into fits of giggles.

"Oh, Abigail!" she giggled loudly. "He so likes you!" At that moment, a bunch of eyes from the new soldiers were staring at the two. Uncomfortable, Abby pulled Henrietta out of the crowd and to the side of the hallway. Then the blonde added, "And you like him!"

"What?" Numbuh Five could feel her face heating up like an oven. "No! He likes some girl named Julie."

"It's your first crush!"

The KND operative's face must of looked like a tomato. "Shut up!" she hissed. But, as embarrased as she felt, she was glad she was standing their with her good friend and joking about boys. Even though, technically, it WASN'T her first crush...

Henrietta smiled. Grabbing Numbuh Five's hand, she yanked her down the hallway, toward the cafeteria. "Come! Let us catch up over some lunch, ya?" 


	3. Chapter 3

BEEP. BEEP. BEEP.

Abby slammed her hand on her alarm clock. Her head throbbed. Today was her mission to get samples of the new breed of fusion spawns from the infected zones in the forest but she wasn't mentally or physically ready for this quest.

She was going to admit it. She had spent of half the night thinking about Ben, or, more specifically, Henrietta's assumption of her "liking" Ben.

Why was this bothering her? It obviously wasn't true. Groaning, she rolled over, only to fall off the bed and make her headache worse.

That was stupid, she thought as she got up and slowly changed into her classic blue shirt/hoodie and black shorts. Grabbing her toothbrush, she brushed her teeth while slipping on her shoes and running a plastic, blue hairbrush through her long hair. If she had learned anything while always being on the go in this war, it was that multitasking was important. Finishing with her teeth, she messily braided her silky, black hair, put her earrings on, slid her gold bracelets on her wrists and put on her red hat.

Oh how that hat had gone through so many hard times. Having to fight Heinrich, battling The Delightful Dorks, and getting on the nerves of so many untrustworthy, plain ee-vil teenagers and adults. Numbuh Five smiled at the thoughts.

What time was it? She turned her head towards her alarm clock. 6:42? Huh, for once she wasn't late. Locking the metal doorroom of her cell-er, dormroom-behind her, she strolled down the bleak hallways where almost noone hung out. ESSPECIALLY, this early in the morning. But when she turned the corner, she ran into a bubbly, blue-eyed blonde hovering a few inches off the ground.

"Oops," Bubbles squeaked. "I'm sorry, I wasn't-"-she took in the messy, long braid and blue outfit-"oh, Five! I didn't recognize you for a second. It can be hard to tell who you are with that red hat hiding most of you pretty face and dark hair!"

Numbuh Five blushed and was about to tell Bubbles that the red hat was how most people identified her and that she really wasnt that pretty, when the blue PowerPuff interupted her. "My sisters and I want you to join us for breakfast. Would you?"

"Breakfast? But Numbuh Five hasta take off soon-"

"Oh yes, I heard about that! You and Ben will be unstopable. Buuuuuuuut, you need the energy breakfast provides! Most important meal of the day!"

Humming some cheesy breakfast song, Bubbles eagerly took the KND operative's hand and tugged along. Sigh. Numbuh Five saw no way out of this situation, so she slowly tagged along. Looks like she would be late after all.

Ten minutes later, Abby was sitting at a circular wood table in the cafeteria with the three pretty, petite PowerPuff Girls sitting around her.

"Dang," Buttercup scowled, which wasn't unusual. "You look like you were just attacked by wild hamsters."

"Thaaanks...?" Numbuh Five muttered, looking hungrily down at her chocolate covered doughnuts. Oh-ho-ho. Sweets were Numbuh Five weakness, more specifically candy. Oh how she adored sugar. Careful not to drop it, she picked up one of the gooey doughnuts and devoured it within a minute, and took a sip of her milk.

Bubbles giggled. Her laughter sounded like a high bell. "I knew you were hungry!"-she got up and walked behind Numbuh Five-"Now to fix your braid!"

"Uhhh, thats oka-" but it was already too late. Bubbles carefully took out her hair band and started to undo her rats nest of a braid.

Blossom sighed and tossed her strawberry-blonde hair over her shoulder, making it catch the light and look stunning. "Bubbles, maybe you should ask before you start to mess with someones hair, hmm?"

"Nonsense," Bubbles said, running her fingers through Abby's tousled hair. "A girl should look as beautiful as she can, and for Numbuh Five that is incredibly gorgeous! And you don't mind, do you, Five?"

"Uhhmmm. Y-yeah, I guess it's cool..."

Blossom slowly smiled. Numbuh Five glanced at her. Her smile was stunning. She was stunning. All three of the super-powered girls were stunning. Even Buttercup's liitle pout. Abby couldn't help but smile back at Blossom.

"Sooo..." Bubbles began to slowly put Numbuh Five's hair in a twist. "Rumor has it that you like Ben Tennyson!"

"That's bull," Numbuh Five said. "He's just a friend. Numbuh Five hugged him once, for 'bout four seconds, but thats all." She took a bite of her second doughnut.

Blossom cut in the conversation. "Okay, what about Numbuh Two?"

And that bite of doughnut slid down the wrong tube. Numbuh Five choked on her doughnut. She desperatly pounded on her chest, unable to breathe. Bubbles tried to help by hitting her back, but she was too afraid of hurting Abby, so Buttercup came in, clasped her fists together and slamed onto Numbuh Fives back.

And out went the doughnut. It flew towards Blossom, but she squeaked in surprise and easily dodged it.

"Ow..." Numbuh Five muttered.

"Aw, man!" Buttercup laughed. "That was exciting. I bet if we-!"

The intercome sounded throught the speakers, Numbuh One's voice clear on it. "Numbuh Five, please report to the S.C.A.M.P.E.R. I repeat, Numbuh Five GET DOWN HERE RIGHT NOW!"

"Guess that's Numbuh Five's que to leave," Abby stood up and ran out the door, waving good-bye to the PowerPuff Girls.

Numbuh One was less thrilled to see her than the PowerPuff Girls. "Numbuh Five, this mission is very important. Why were you late?"

Dexter seemed just as happy. "Yes. This research could help this war. What is more important than this?"

Ben stiffled a laugh and began talking to Numbuh Two, who was obviously going to pilot the plane, being the "fly boy" he was. Abby couldn't hear the conversation, so she guessed they were cracking lame jokes about the stupidest topics.

Numbuh Five began gearing up. "The PowerPuff Girls wanted to have a boy chat with me."

Dexter released a frustrated sigh. "Ugh. Bubbles, I should've known." He decided to move on. "As you know, this mission is dangerous. You are going to the infected forest to collect samples for me to do research on. You will have exactly one hour to complete this task and return to the S.C.A.M.P.E.R. Do not mess around. Collect what you need and get back to the ship." He reached onto the gear table and picked up a supply belt that had rubber gloves, different size tubes for samples, and other supplies like ropes and things. "Take this-"-he also handed her a strange looking ray with a glass sphere with an orange liquid inside-"It has nucular sodium in it." Numbuh Five had no idea what that was. "It will knock out a spawn for ten minutes. That should be enough time to collect some DNA and get out of there."

Numbuh One turned to Numbuh Two. "Is the S.C.A.M.P.E.R. ready for take off?"

Numbuh Two climbed through the latch. "As ready as she'll ever be."

"Then lets go."

Ben, Numbuh Five and Numuh One each climbed aboard and took their stations, with Dexter close behind. With a roar, the plane took off down the runway and pulled into the air, making Numbuh Five's stomach lurch.

"Let's blow this joint!" 


	4. Chapter 4

Numbuh Five just about vomited.

Let's just say, the old S.C.A.M.P.E.R. wasn't rolling very smoothly. The old air craft lurched every three seconds and shook rapidly with the loud thrum of the engine. Feeling queasy, Abby clutched her stomach and threw her free hand over her mouth. If she didn't get off this ship soon, her breakfast wasn't going to last.

Ben seemed to be feeling the same way. His face was as green as his eyes. "Ugh, I'm gonna upchuck."

Impatient, Numbuh Five paced over to Numbuh Two, who was controlling the ship. "Couldn't you repair this old piece of crap?"

"She's not crap!" Numbuh two cried, offended. "She's my baby." He stroked the steering wheel with his finger and kissed it. "And she's perfect the way she is! Don't listen to her, darling," he muttered to the ship.

Numbuh Five felt even sicker. "Man, you need a date."

Numbuh Two laughed. "I do, don't I? Maybe you should date me!" Out of the corner of her eye, Abby saw Ben tense in his seat and she could've sworn he was glaring at Hoagie. He looked like he was about to say something, but Numbuh Two cut him off. "Just kidding! I had you going there, didn't I? Ha, you wish. But I'm still all over Cree. She's smokin'."

In pure rage, Numbuh Five took of her hat and beat Hoagie with it. "I can get a BETTER guy than you, Hoagie! And don't cha even dare say that god awful demon's name again, ya hear me?"

"Yes, ma'am," Hoagie whimpered. Numbuh Five smugly put her cap back on and turned to Ben, who looked like he was trying to study her. Quite frankly, it kind of disturbed her.

"What?" she asked, a little uncomfortable.

"Oh," Ben realized he was staring and sat up. "I was, um, just trying to figure out your eye color," he said, bluntly.

"Uhhhhh," Numbuh Five twirled her braid. 'That's weird.'

"Sorry to interrupt your 'moment'," Numbuh One said, walking into the room. "But I believe we are at the infected forest."

"Sweet!" Ben said, jumping up.

Numbuh Five walked up to the large window to check out the scenery. She looked down, only to have her heart drop. The forest looked awful. The last time she had been here, which was a year ago, the forest hadn't taken too much damage. But now, everything was different. Most of the trees had been infected with fusion matter and couldn't survive the radiation, so the turned black and died. The ground was covered with puddles of fusion matter, here and there, and there was absolutely no sign of life. The green haze in the sky turned the clouds green, and the sun did not shine.

"Oh. My. God," Abby whispered. Ben seemed to notice her reaction and walked over.

"What's wrong?" he began, but stopped instantly, taking in the view. "Aw, man."

"Yes," Numbuh One sighed, shaking his head. "Fuse is killing our planet. I hope he's happy." Nigel walked up to them. He put a hand on Numbuh Five's shoulder, making her blush. "But we can take him." He gave Abby his usual smirk, causing Numbuh Five to smile back.

Hoagie cleared his throat, getting their attention. "It looks like it might rain," he said, staring at the clouds. "Strange, huh? It was sunny this morning. Oh well." He turned to Ben and Abby. "You two have one hour to get the samples. And, try not to get them wet." He pressed a button and the latch on the S.C.A.M.P.E.R. slid open. The two walked to the edge. Ben turned the dial on the Omnitrix and slammed it down. In an instant, he turned into a blue, alien like butterfly.

"Big Chill," he breathed, making Numbuh Five shiver. She rubbed her arms as goose bumps formed on her arms.

"Ooh," she shuddered. "Do I have to ride on your back?"

Big Chill nodded.

'Dammit.'

Big Chill knelt down, signaling Abby to hop on. Reluctantly, she did. Once settled on his back, Numbuh Five tucked her long, silky braid into her hat, to prevent it from flying off and her braid to whip around. She adjusted the utility belt that Dexter gave her around her waist, wrapped her arms around Big Chills Neck, trying not to choke him and feeling really awkward.

Numbuh One approached the two, handed Numbuh Five her nuclear ray and neatly held his arms behind his back. "Good luck, you two."

Numbuh Five looked down to see a small, grassy area. Numbuh Three and Four must be down there.

"Seeya later, lovebirds!" Numbuh Two laughed. Before Abby had time to throw an insult at him, Big Chill jumped, forcing her to hold on tight to his neck.

And then they free fell. It had to be the scariest thing Abby had ever done. The two dropped at an alarming rate, and panic took over her mind. She looked down at the forest, which was getting closer by the second. Huge mistake. She struggled to wave a hand in front of Big Chill, who seemed to be unresponsive. Was he unconsious? In sheer terror, Numbuh Five tucked her face into Big Chill's back, saying silent prayers. But just before the two hit the ground, Big Chill spread its huge wings, slowing them down, and he softly landed on his feet.

Suddenly, Big Chill shuddered and in a flash of light, he was back to Ben. Numbuh Five fell off his back in shock. "Oof!"

Numbuh Five jumped up, pointing an accusing finger as Ben laughed. "You were free fallin' just to scare me!"

"Yep!" Ben chuckled. "And it worked.


	5. Chapter 5

Ben sighed. That mission for the fusion DNA had been TOO easy. Sure, hard missions totally sucked, but this mission just felt like a waste of time. He and Number Five had spent a good hour wandering around the forest, found the DNA, collected some and went back to the ship. All without being attacked once. What fun was that?

Bored, Ben looked to the side. Numbuh Five was sitting in the seat next to him, staring out the window of the S.C.A.M.P.E.R. Her long, dark braid was slung over her shoulder and her red hat was off, revealing her pretty face. Abby had nice, pouty lips and long eyelashes that shadowed over her mysterious eyes. Ben could never tell what color they were. Sometimes they looked brown, other times blue. And every once in a while they even looked purple. They were beautiful. Ben could never believe how such a spunky tomboy could be so.. pretty.

"Uh, what're you starin' at? You're doin' that again!"

Ben snapped out of his thoughts. Numbuh Five was looking at him, giving him a strange look with a light blush on her dark cheeks.

"Oh, um," Ben blinked and shook his head. "nothing, sorry." He spotted the glowing DNA in the testubes strapped to the belt Dexter gave her. "Can I, uh, see that?" He pointed to the DNA.

Numbuh Five looked down at the glowing goop. "What? Oh, sure." She slid out the testube and handed it to Ben, who gently took it.

The teenager lifted the tube up to his face. The DNA was green and glowed pretty bright. When Ben squinted and brought it closer to his face, he could see that the goop seperated into little fusion spawn looking creatures and it was actually moving. Ben brought it away from his face. "Dah!"

Numbuh Five laughed and took the tube away from from the freaked out teen. "Funky stuff, ain't it?" She put it back.

Ben nodded and sunk into his seat, impatient. "Are we back yet?"

Numbuh Two, who was steering the ship in the front seat, chuckled. "Not by a long shot!"

Ben sighed and started taking off his jacket. He slung it over the chair and ran a hand through his hair. He started looking around for something to do.

Numbuh Five smirked. "Bored, Tennyson?"

Ben sat back. "Yes, god, I really am! Part of me wants this stupid plane to start falling from the sky!" As if on cue, the S.C.A.M.P.E.R. lurched harshly, making Ben and Abby fly forward. "Oof!" Numbuh Two struggled with the controls. "Somethings on the ship!"

"Well, Ben, looks like you might get your wish!" Numbuh One yelled, obviously not amused with the situation.

Ben looked up to see a couple green figures clentching onto the windsheild. He recognized them as Fusion Numbuh Five and Fusion.. well, himself. The two green copies climbed up onto the roof and the plane lurched forward again. Ben jumped up. "Yes! Some action!" He ran over to the latch and pushed it open, climbing onto the roof. "Tennyson, wait!" Numbuh Five jumped up and threw her hat on, chasing after Ben. The teenager was already on his feet, in a fighting position. Abby climbed up and stood next to him, at ready. She looked around. "Hey! Where'd they-?"

Before she could even finish her sentence, Fusion Ben hopped up from over the edge of the ship and landed a nice blow on Numbuh Five's jaw with his foot. Abby stumbled back and fell over the edge, letting out a cry of surprise. Eyes wide, Ben ran to the side. "Five!" He was about to go hero and save her but she was a quick thinker. Abby quickly pulled a mini grappling hook out of her pocket and fired it towards the ship. It shot up and hooked onto a ridge. Abby started climbing up it.

"Hey!" Ben said, glaring back at his fusion self. "Not cool, man!" He stood up, switched the dial on the Omnitrix and slammed it down, turning into a firmiliar, blue butterfly looking alien. "Big.. Chill.." he breathed. The fusion only copied him, turning into a red butterfly.

"Hey... get your own moves..." Ben said, totally monotone before flying towards the Fusion Big Chill and freezing him. The fusion simply broke out of the ice and tackled the blue alien over the edge, barely missing Numbuh Five as she climbed up top. She turned, "Ben!"

Big Chill kicked the fusion off and threw him to the side. "I have this guy.. you get the other fusion."

Numbuh Five nodded and turned back to see Fusion Five standing there, braid blowing in the wind. The fusion ran at her, recklessly kicking and punching, trying to land a blow. But Numbuh Five was a lot sturdier and better trained. She blocked and easily kicked the green copy in the face. The creepy figure became furious and tried to tackle her, but Five side stepped. Abby expected her to fall over but the fusion rolled, jumped back and kicked her in the stomach. Right after, the copy punched Numbuh Five in the face and Abby stumbled back. Numbuh Five glared and ran back at her. The two continued to fight, but noone landed a hit. They were too equally matched.

Below the ship, Ben was having the same problem. No matter what alien he turned into, the fusion would match. He was currently Jetray, flying around and trying to zap his copy with lazers, but he would counter with his own. It was seriously ticking him off. Jetray finally zoomed toward the clone, but was hit by a lazer. Fusion Jetray then hit him with his wing, sending him flying up and landing between Numbuh Five and Fusion Five's battle.

"Ugghhhh..." he groaned before turning back to his normal self. He quickly recovered and jumped up. He looked behind Numbuh Five and saw his Fusion land on the ship and turn back to its normal form. Instinctively, Ben and Numbuh Five pushed up together, back to back, ready for anything. The fusions just stood there, waiting for their next move.

"I can't get a hit on this guy!" Ben whispered, facing Numbuh Five's fusion with complete hate.

"Numbuh Five's is having the same problem," Numbuh Five muttered back, eyeing Fusion Ben nervously. "They know our every move!"

Ben's face brightened. "Trade off!" he yelled and went after Fusion Five. Numbuh Five seemed to get the idea, and went after Ben's copy. The fusion seem to be taken aback, and Abby used its confusion to go up and elbow it in the face, making it stumble back. The fusion held its face for a moment, but quickly recovered and glared up at KND agent.

"Heh," Numbuh Five laughed nervously, backing up a bit. She would never be able to take an angry Ben seriously, but this fusion was a whole different story. The thing was an animal, derranged and wild. It lunged at her, but Numbuh Five dived out of the way, landing on the hard metal and sending her hat flying off. She sat up, and held her head. She looked up and gasped to see Fusion Ben standing over her.

"Five!" Numbuh Five looked over to see Ben kick away her fusion self and throw her a little lazer gun. "Catch!"

Five caught it and fired at both of Fusions Ben's hands, blowing them off right next to her and melting into pools of green.

"Ha!" Ben laughed, wrestling with Fusion Five. "Bet you wish you had a mouth now!"

Suddenly, the Fusion's wrists seemed to grow back, solidifying into hands. "Ah, gross!" Ben cried only to recieve a punch in the face by Fusion Five. Numbuh Five glared up at Fusion Ben and jumped onto him. The thing squirmed around, trying to pry her off, but she held on tight. She quickly reached into her pocket and pulled out a small pellet, one of Dexter's new inventions. The thing dissolved fusion spawns until there was nothing left, but he had no idea what it did to fusion copies. Numbuh Five was going to find out. She lodged the thing into Fusion Ben's skull and jumped off. The thing grabbed at its face and fell to its knees, clearly in pain. Abby smirked and turned to Ben, who was underneath Fusion Five, trying to kick her off. Numbuh Five glared at the fusion and ran over, sticking another pellet into the fusions neck. The thing started melting with Ben still underneath it.

"Oh, god, EW!" Ben cried as the thing melted on top of him. Fusion Ben looked no better. The fusions were just two pools of green. Numbuh Five's chest went up and down as she tried to catch her breath. She looked at Ben, who was covered in green slime. "Ew, dude, it's.. it's doing something!"

In two flashes of bright light, two little figures appearred. Ben widened his eyes to see a cute little version of Numbuh Five floating in front of his face. "We.. got nanoes?"

Numbuh Five looked over to see Nano Ben struggling to lift up her hat. After thrity seconds of trying, the nano finally picked it up and hovered over, offering it to her. Abby smiled at it. "Well aren't you sweet?" She lightly took her hat from him and kissed the little creature on the cheek. Nano Ben blushed.

Ben glared, unamused. "Yeah, real sweet." He looked at the nano version of Numbuh Five, who had her hands on her tiny hips. She floated over to Ben and sat on his head. He blinked, "Yeah, these nanoes are pretty accurate..."

"I'll say," Numbuh Five laughed as she put her hat back on. Nano Ben slowly hovered closer to her and sat on her shoulder, snuggling up against her neck. "Uh, maybe you're to sweet..."

"Is everything clear up there?" Numbuh Five and Ben turned to see Numbuh One's bald head looking over the rim of the roof.

Ben stood up. "All set!"

"Great! We're going down at the landing dock now, so I suggest you hold on tight."

Ben hopped off the S.C.A.M.P.E.R. with Abby close behind. An eager Dexter waited down below to hear about their quest.

"Did you get the DNA samples?" he asked as soon as they walked up to him.

"Oh, well, hi to you, too, Dex," Ben said, folding his arms. Numbuh Five reached down to her belt and pulled out several testubes with DNA in it. She handed them to Dexter, who quickly pocketed them.

Dexter adjusted his glasses and looked at the pair. "We'll discuss your quest with the other war leaders tonight." He gave them a nodd andwalked off, with Numbuh One at his side.

"Great talking to you, too," Ben muttered. Nano Numbuh Five sighed on his head. Ben turned to Numbuh Five. "So what now?"

She shrugged. "I dunno."

"So, you wanna go get a smoothie?"

"Uh, sure, I don't see why no-" Numbuh Five was cut off by a loud ringing. She looked at her wrist and moved her eyes like she was reading something. Abby sighed and pressed a button. "Sorry, Tennyson, but something just came up. I have to go train some new recruits." She rolled her eyes. "I guess I'll have to catch up with you later." She laughed. "And in the mean time, go take a shower. You still have gunk all over ya."

Ben looked down at himself and blushed. He had completely forgot about that. "Yeah, that's a good idea."

Numbuh Five laughed. "Seeya, Tennyson." She turned to leave and Nano Ben, still snuggled up against her, turned his head and stuck out his little tounge.

Ben's eyes widened as Abby left. "Why that little-!"

"That little what, Benji?"

Ben turned to see his pretty, redhead cousin and her cocky, tough boyfriend standing behind him. He glared. "Kevin, I told you not to call me that!"

"Yeah," Kevin said smirking. "and I told you I didn't care." He looked Ben up and down, trying really hard not to laugh. "Dude, what happened to you?"

"A fusion melted on me."

Gwen looked at Nano Five sitting on his head. "That would explain her."

"Oh, no way," Kevin said. "You shrunk your girlfriend?"

"What?" A furious blush spreaded throughout Ben's face. "S-she's not my girlfriend!"

"But I thought you liked her," Gwen said, tiliting her head a bit.

"No, I don't!"

"That's not what Kevin told me..."

"Argg!" Ben put his hands on his face. "I don't like her..." Irritated, Ben turned away, ready to leave.

"It's okay to like her," Gwen said, a smile spreading on her face.

Ben looked at her. "Okay, so maybe, just maybe, I do. Okay? Now, I'm gonna go take a shower. You two go make out or something."

"Can do!" Kevin said, giving him a thumbs up and recieving a harsh elbow to the stomach from Gwen. Ben rolled his eyes and trudged off to his dorm room. "I need a nap..."

Numbuh Five woke up to the sound of alarms blaring and pounding on her walls. She could here shouting in the halls. She sat straight up. The room was flashing red, the emergency siren was going off. Wide eyed, Abby looked at the clock. It was two in the morning. What was going on?

Abby hopped out of bed. She slipped on her slippers, threw opn her hat and ran over to the door, skidding to a hault. She heaved open the metal door and was found into a wave of chaos. She saw kids and soldiers running up and down the hall, shouting at each other in a frenzy. Abby tried to make her way down the hallway, but was shoved aside. She looked around and pulled a girl about her age to the side. "What's going on?" Numbuh Five yelled.

The girl's wide neon green eyes betrayed a look between horror and confusion. Her hair was black and pulled into two puns with two locks hanging down with the ends pinned to the buns. Her black and neon green shirt was all ripped up and she wore white shorts that were just as torn up. She had cuts all over.

"The night gaurds and I were attacked buy fusions!" she said before taking off towards the mess hall.

Numbuh Five shook her head, confused. "What?" She looked over and say a firmiliar blue-eyed blonde girl hovering a few inches above the ground, directing everyone towards the nearest exit. Abby grabbed her arm. "Bubbles, what's happening?"

Bubbles turned towards her. She looked like she had also just got out of bed, her hair was messed up and she was still in her bed clothes. "We've been attacked by many major fusions, Abby. We're no getting everyone outta here! We have no idea why the came, it wasn't a serious attack. They just left as quickly as they came!"

Abby and Bubbles both looked at Bubbles wrist. Her transmitter was flashing. She lifted up her wrist and pushed a button, making Blossom's face appear. "Bubbles, we have a problem."

Numbuh Five looked at it. "What's the problem, Bloss?"

Blossom's pretty face was twisted in worry. "We know what the Fusions came for."

"Who?" Bubbles asked.

"Ben Tennyson. We can't find him anywhere!"


	6. Chapter 6

Numbuh Five flew down the hallway with incredible speed, with Bubbles flying over her. Abby fought through the crowd, dodging and pushing kids out of the way. She raced down the hallways and didn't stop until she came to a hault in the large conference room door. She pushed the door, making it harshly swing open and startling the war leaders inside. "Where is he?"

Dexter adjusted his glasses. "We aren't sure, Numbuh Five."

"Then we need to start looking right away!"

"Five," Buttercup said, folding her arms. "I know you really like him, but we need to take this slow."

Numbuh Five widened her eyes. Buttercup? Telling her to take this slow? What? She shook her head. "No! We can't take this slow! They could be doing anything to him! We have to save him!" She slammed her hands on the long table where all the leaders sat. "NOW!"

"Wait," Blossom said. "Why did they take him?"

"Yeah," Dr. Holiday added, pushing a lock of dark brown hair behind her ears and sitting forward. "They must have a reason for taking him."

Numbuh Five didn't know a lot about Dr. Holiday. She was this smart, pretty woman probably somewhere in her twenties who came along with this serious guy named Agent Six and this teenage guy with weird powers named Rex, who had a sense of humor pretty close to Ben's.

"I'm guessing it has something to do with this guy," Rex ran over to Numbuh Five and snatched up Nano Ben by his little jacket collar, who squirmed and kicked in frustration. "Ben's nano, right?"

"Yeah," Numbuh Five said. "But why would they..?" Her eyes widened. She grabbed Rex's shoulders and shook him rapidly. "They're gonna make another fusion of him! Possibley more than one!"

During the harsh flailing of rex and panic coming from Abby, Nano Ben pulled away from Rex's gloved hand and flew over to Numbuh Five, glomping her face and causing her to take steps back. Gwen, who was just as worried as Five, turned to Dexter. "Numbuh Five could be right! If we think that one Fusion Ben is tough, think of us having to face ten Fusion Humongasaurs, each!"

Kevin frowned, "That sounds incredibley annoying. I mean, one Ben is enough."

"Indeed," Dexter said, adjusting his glasses. "but we cannot jump to conclusions."

Numbuh Five pried Fusion Ben off. He only floated next to her with this cute little smile on his face. Numbuh Five blushed and turned to Dexter. "Dex, I know you like taking procedures, but if we dont make this a mission, then Numbuh Five going to save Ben herself!" She turned around, with no gear at all and started stalking toward the door.

"I'm coming with you."

Numbuh Five stopped and turned to see Rex walking up to her, a smirk planted on his face. Numbuh Five stared at him from under her hat. "Why?"

"For one, I'm totally bored and need some serious action," he said, placing his red and yellow goggles on his face. "for another, I can tell Ben is really important to this war and I would never let a guy sit there and be used. Plus, I met the guy once. He has a great sense of humor!"

Out of the corner of her eye, she saw Buttercup's electric green eyes flash. She jumped on the large metal table and ran down to the two. "I'm coming also! Better there than in here for Blossom's lectures." Blossom's face flushed behind her. "Also, I haven't gotten a lot of fighting since I recovered from my amnesia. I am so ready to do this!"

Dexter sighed, "Fine. You guys want to do this? You have to go right away. Go gear up and get ready to go. We can't give you a ride, so you'll have to do the mission in secret."

Gwen's hand flew up. "I'll take them to the landing dock."

Dexter nodded. "Okay."

The pretty red head smiled and started to walk toward Numbuh Five.

"Be careful," Kevin called after her. "Those kids are still going crazy out there. Don't get trampled or something."

Gwen looked over her shoulder and smirked. "I can take care of myself." Then she led the three missionaries into the crazy hallways.

Numbuh Five trudged down halls with the others. Her mind was on edge. What was happening? Where was Ben? She stared at her feet as she followed Gwen down the hallways, never losing the pretty redhead in the crowd. They.. they better not hurt him.

Several hallways later, Gwen stopped. "Here."

Numbuh Five looked up to see a huge ship the color of black and green with weird, technologic designs all over it. An pretty asian girl with short, dark bobbed hair and warm brown eyes stood at the top. She was decked out in black with different types of alien weapons on her and a shiny, new badge with a Plumbers-or Omnitrix-symbol on the middle of her chest. She looked as worried as Numbuh Five and Gwen felt.

"I got a call about Ben," she said, the stress clear in her voice. "I'm here to give you ride on Ship."

Gwen gave a light smile. "It's good to see you, Julie."

Numbuh Five's jaw dropped. Julie? THE Julie? The one that Ben had had a crush on for quite some time. She gulped. No wonder he liked her, she was really pretty. How was she suppose to beat that? Abby took a deep breathe. He said he was over her. He said he was over her... he was over her, right?

Rex smiled. "I spy a pretty girl in need for some comforting!" He ran up to Julie, leaving Buttercup and Numbuh Five offended. They both kind of needed comfort. Weren't they pretty?

"Ah, whatever," Buttercup said, folding her arms. She looked at Abby. "He's probably just too scared of us." And with that she floated onto the green and black ship.

Numbuh Five shook her head and walked up the ramp. "What-eva. Let's just go. We have to find Ben. Now."

O.O.O.O.O.O.O.O.O

Numbuh Five buckled herself in as Ship started to take off with amazing speed. Julie sat in the piloting seat, with Gwen sitting in the passenger seat beside her. Julie started bushing a few buttons and took the controls. "Ease up, Ship. I have to control this one, okay?"

"Shiiiiiip," the aircraft replied, the green metal lighting up at the single word.

"Yeah, it's Ben."

"Ship, ship! Shiiiiiip! Ship!"

"It's okay, Gwen already tracked him. We're on our way to go save him." She looked forward. "He's.. he's gonna be okay. This IS Ben, we're talking about.." She sounded more like she was trying to convince herself than the alien dog.

Buttercup looked around the ship. "What the heck is this thing?"

"Yeah, it's nanites are off the wall," Rex added, putting a gloved hand on the wall.

Gwen looked at her. "You mean Ship? He's a mecamorph; an alien that can morph into anything. Or, in other words, he's Julie's alien dog."

"Ship, ship!" the aircraft replied happily.

Rex leaned against the wall. "Julie said you tracked Ben. How?"

Gwen swept her long, orange-red behind her ear and took a badge similar to the one Julie wore on her chest. "The Omnitrix has a built in homing device." She pushed a small button and a grid came up with multiple dots. "The green dot is us, the red dot is all the other badges." She pointed to a faint purple one. "That's Ben. He's at the fusion base Numbuh Three and Four discovered last month." She witched the badge off. "I can also confirm his presence. I can track his mana."

"Track his mana?" the tan boy lifted an eyebrow.

"Yeah, mana. It's a form of energy," she looked at the three of them. "I'm a what you call an Anodyte. A powerful alien that gives of strong energy. I can track energy and use it to my ability." She smiled. "I'm in my human form. I turned into my alien form once. It was so strange, so powerful, so... scarey. Kevin had to bring me back before I lost control."

"Wait, wait, wait," Buttercup said, pointing at Gwen. "Aren't you Tennyson's cousin? If he's an alien like you, why does he use the Omi.. Omnti.." She frowned. "That watch thing?"

"Well," Gwen started. "Our grandma, Verdona, is an Anodyte. I guess I'm just the lucky one that inherited it..."

Rex smirked. "So you're a freaky alien chick?" He nodded. "I can respect that."

Numbuh Five looked up at Nano Ben, who had refused to leave her side. She looked back at Gwen. "So Ben is just human?"

Gwen shrugged. "Who knows?"

"Hey," Julie cut in. "We're going to be at the base in half an hour." She looked forward. "Me and Gwen will have to stay above with Ship while you guys get Ben. You guys should suit up." She pointed to a closet. "The supplies and mission suits are in there."

Buttercup smirked and pounded a fist into her other hand. "Let's get it rockin'."


	7. Chapter 7

Numbuh Five looked down at her new outfit. It was a snug, black body suit with a silver utility belt with several laser guns and supplies attached to it. She wore long, leather boots made for combat and gloves that didn't feel too annoying. Her hair, which had been in a tangled, messed up braid from sleeping, was now in a long, slick ponytail. Numbuh Five tilted up her hat and looked over at Buttercup who was in the exact same suit, just without the weapons.

"Wow," Buttercup said, clenching a gloved hand. "I feel pretty damn awesome."

"Tell me about it!" Rex said, smirking. He turned to Gwen. "Hey, will these suits allow me to change my nanites?"

Gwen shrugged. "They're made to withstand any power so..."

Julie turned to them. "We're over the base now." She pushed a button and the huge door latch lifted. Numbuh Five walked over to the edge and stared down, hair whipping about. Below was nothing but dirt with a faint green glow.

"What?" Rex walked over and stood beside her. "There's nothing here!"

Buttercup walked on her other side. "Hey! What gives?"

Numbuh Five blinked. "It's.. it's underground."

Gwen looked at them. "Yeah, and we have no idea what they're doing to Ben."

Numbuh Five looked back at her. Gwen looked so much different right now. Usually strong and independent, she looked worried and tired. Numbuh Five grimiced. "Don't worry, Gwen. We'll get him back."

"I sure hope so.."

Numbuh Five turned back and looked down at the ground. She turned her hat around, so the bill faced backward. "It's now or never."

"Yeah!" Buttercup fist pumped, the ran to the edge and dived down. Numbuh Five and Rex stared down after her. "Race ya!"

"Hey, no fair!" Rex quickly slipped his goggles down over his maroon eyes and grabbed Abby by the arm. Then, he jumped.

If Numbuh Five thought free falling with Ben was frightening, then sky diving with Rex at night was down right terrifying. Abby clung onto Rex with her arms around his torso as the two raced to the glowing ground at an incredible speed, with little Nano Ben chasing after them. If even possible, Buttercup still managed to stay in front of them. Well, not for long. Still on the green eyed girl's challenge, Rex pinned his arms and legs to his body and the two zipped by the green PowerPuff, with Abby crying out in terror. Shocked, Buttercup widened her eyes and then squinted them with determination. Giving herself an extra boost with her powers, Buttercup increased speed by an alarming amount and flew past them, leaving a jade green streak behind her. She slammed on the ground and created a pretty nice sized crater. Buttercup stood straight up and looked up at the other two, who weren't even close to landing yet.

Rex gaped at her. "H-hey! No fair!"

Buttercup smirked. "Is all you do whine?" Then her eyes widened as she felt extra weight on her boots. She looked down. "Wait, what the-? What did I land in?" All over her boots, a toxic green slime was crawling up her leg, leaving a glowing trail behind it. Gasping, Buttercup took a step forward and kicked her foot up, sending the slime flying. She watched as the slime started to morph into.. well, her. A fusion her. "What.. the hell?"

Numbuh Five looked down at the two and gasped. "Fusion!"

Fusion Buttercup's glowing eyes turned to Buttercup. Around the glowing fusion, slime started to form into little monsters with only faces and tails. Buttercup took a surprised step back and then squinted at the fusion. "Aye, listen creep. Noone, and I mean NOONE, copies me and turned into me. You are so going-ack!" In mid-sentence the fusion launched itself at the green eyed girl, tackling her to the ground. The fusions spawns smiled as Buttercup struggled to push it off. Frustrated, Buttercup's eyes started to glow red and two streams of lazer exploded from them, sending the fusion flying off and skidding to a hault a few yards away. Buttercup backrolled and stood up. She growled, "Oh, you are so dead now."

Then the two ran up to each other and started brawling, hand to hand.

Numbuh Five looked at Rex. "We need to get to those spawns!" She looked down at the pool of fusion spawns waiting for Buttercup to mess up so they could have their chance at her.

Rex smirked. "Already ahead of ya!" Rex's legs transformed into huge orange robotic ones and the two dropped down to the ground, creating another huge crack. His legs changed back and a huge sword replaced his hand. Numbuh Five dropped off of him and reached for one of her shiny new toys on her utility belt. Rex and her got to work as Buttercup fought her alter ego. Rex started slicing the spawns and grinned when they all dissolved into a pool of slime. His smile faded though when the pool turned into two large cyclopes looking creatures. Numbuh Five pulled out a nice laser gun and started to fire at the first beast. The fusion cyclopes just roared and grabbed at her. Abby looked up in shock. She tried to roll away and doge, but the monster grabbed her and held her around her waist.

"Aah!" Numbuh Five slammed her fists on the large hand. "Let me go!" Nano Ben, clearly not okay with this, flew up and tried to pry the beast's fingers open. Abby was about to fire the thing in it's one eye, but Rex came in and sliced it's arm off, sending it, along with Numbuh Five in it, to the ground."No need to thank me!" he said, slicing more at the monster. "Oof!" Numbuh Five growled as she hit the ground. She tried to push the fist open, but it wouldn't budge. She frowned. No. Numbuh Five was NOT going to be the damsel in distress. Feeling around her belt, she took out a firmiliar little pellet and lodged it in the hand. It quickly melted on her. Sure, it was nasty and not necessary, but she could get back in action. And Rex looked like he could use the help. One cyclopes was currently sitting on him, while the other broke his sword away. Rex cried out in pain.

Numbuh Five reached into a little pocket in her belt and discovered a bamboo straw. No, not a straw. A blow tube. Filling it with pellets, she ran at the monster that was standing next to Rex and, taking good aim, blew. The pellets hit the monster straight in the eye and it hissed in pain and started to melt away. The monster that was sitting on Rex got up and ran at Numbuh Five. Abby struggled to refill the tube and was smacked aside by the huge beast. Numbuh Five landed hard on her side and the blow tube flew out of her hands and rolled away. Numbuh Five sat up and gasped as she saw the monster standing in front of her. The thing grinned evily and started to bring it's fist down onto her. This time, Numbuh Five was successful in dodging and rolled out of the way. She quickly go up and ran to the tube, picking it up. The moster chased after her and she started to run away, slipping pellets in the tube. She smirked and stopped. The moster dived at her, reaching out his hand. Numbuh Five jumped to the side, ran up to the monster and flipped over him, blowing pellets at him in the process. She landed behind the monster just as it turned to a pool of slime and dissappeared into nothing.

Slipping the tube back into her pocket, Numbuh Five ran over to Rex, who was laying on th ground, unconscious. Numbuh Five knelt down and rolled him over. Snapping her fingers in front of his face, she frowned. "C'mon, man, Numbuh Five doesn't need this right now." She lightly smacked Rex a couple times and he groaned, opening his maroon eyes. Gasping, he sat up.

"Are you okay?" Numbuh Five asked him, taking the chance to finally turn her hat back around. Nano Ben hovered over to her and sat on her head.

Rex looked at her. "I'm fine." He looked at the hand that the sword had been broken from. "But, man, that hurt.."

Suddenly, the ground started to tremble. The two turned to see the ground rising up, revealing an underground cavern. Three hell-hound looking fusions came out of it, snarling and padding the ground with their massive paws. "Oh, man!" Rex groaned.

Five turned to him. "I'm going to go find Ben. You stay here and help Buttercup." She looked at the PowerPuff, who was currently on top of her fusion self, punching it in the face, over and over again. Before Rex could protest, Numbuh Five took off, grabbing her fallen laser ray and throwing it at one of the hell-hounds, distracting it as she dropped and skidded under its massive body, clearing it and dissappearing into the cavern.


	8. Chapter 8

The halls weren't as dark as Numbuh Five expected. The rock was glowing green everywhere, like an infected zone. Luckily, the suit prevented it from touching her skin and hurting her. She didn't as much mind having it on hner, though, seeing as she was already covered in slime.

The hallways weren't as actve as she thought, either. She ran down the lighted hallways, undistubed. When ever she came to a corner, she'd halt, put her hand on her gun and jump around the corner and raise the shiny weapon, only to drop it back down. She looked around. It was absolutely DEAD down here.

"Aw man!" she cried. "I left Buttercup and Rex with all the evil goons!" They can take care of themselves, she reminded, creeping down the corridor. Several turns later, she stopped all together. "Where am I?" She spun around to see more halways. "Aw, crap, I'm lost!" She growled and kicked the slime frustrated. Sighing, she calmed herself down. She had to concentrate. She wouldn't find Ben if she was panicking like that. Gwen and Julie had to have given her something to help her find him. Searching through her pockets, she found a deactivated Plumber's badge. Abby smiled. Score! She turned it on, activating it and a grid came up, showing different colored dots.

"Okay, the green dot is me," she recalled. "The red dots are all other badges, and the purple one is Ben." She looked at the direction of the dot and turned to see a hallway. Keeping an eye on the grid, Numbuh Five followed the path to the dot, only to turn to a wall of slime. She fumed. "What? That doesn't make sense." She looked at the grid to see her dot right next to Ben's. She looked back up. "Is he behind this wall or something..?"

Taking out the pellets, she lodged a few of them in different places. The wall soon dissolved, leaving a large metal door with an electronic keypad. Taking her ray gun, Numbuh Five zapped the keypad, making the circut fry and the door slowly opened. As soon as she stepped in, bright lights switched on, making her flinch and cover her eyes. He eyes slowly adjusted to the harsh lights, and she looked up, wanting to cry out in relief and surprise at what she saw.

She was in a huge lab room full of weird blinking lights and computers. Lab equipment was on the counter, with testubes of weird chemicals and samples spread out. In front of her was a huge, thick glass tube that went vertically from the tile to the ceiling, with metal caps on the ends. Inside, it was completely filled with green liquid that she soon realized was slime, but it was less dense than usual. Several similar tubes lined the back of the room with weird, undeveloped bodies she recognized as fusions in progress. She frowned. What made those one's so special? Blinking, she turned back to the tube in the middle. She gasped when she realized there was a teenage boy in there. Ben.

His jeans and shirt were tattered and ripped, his jacket and shoes were missing. He was covered in scratches, bruises and a few deep looking cuts. He didn't move and his eyes were closed, his brown hair floated about. The Omnitrix had a large cuff around it that probably prevented him from using it. A breathing mask was covered over his nose and mouth and a long tube connected the mask to the side, where an oxegyn tank stood. For a scarey moment, Abby thought he was dead, but that fear washed away when she saw his chest move up and down soundly.

"Ben!" Numbuh Five cried. She ran up to the tube and pounded her fists on it, trying to wake him up. "Ben! Get up! I'm here to get you outta here!" Sure enough, Ben moved his head a bit and his eyes slowly opened up. He blinked and looked down at her. His eyes widened.

"F-five?" he asked, unable to believe it.

"Yes, it's me!" Numbuh Five put her palms on the glass. "What did they do to you?"

Ben blinked, trying to remember. "They.. they took blood tests and tried to get me to give them information.."

Numbuh Five gasped and looked around. All those undeveloped Fusions were HIM. "They did this all in an hour?"

Ben looked her in the eyes. "Numbuh Five, they ambushed me as soon as I returned to my dorm to shower."

Numbuh Five widened her eyes. "How did noone notice?"

"Now that is an excellent question. How DID none of you stupid humans notice?"

Numbuh Five froze. That voice was too firmiliar. Something was off about it, like it was a bit scratchy. But it was firmiliar, none the less. Numbuh Five slowly turned to see green figure standing in the door way. He wore a blood red labcoat and dark glasses over his matching eyes.

"Fusion Dexter?" Numbuh Five said, the surprise clear in her voice.

"Abigail Lincoln," the fusion said back, walking towards her. "I haven't seen you in quite some time. It's been too long."

"Not long enough," Numbuh Five muttered, putting a hand on her ray.

"So, the bait actually worked?" the fusion grinned, revealing pointed teeth. "You actually came after your beloved Ben? How sickeningly sweet."

Under different circumstances, Numbuh Five would've blushed and tried to deny the whole 'beloved' thing, but the fact that they baited her with Ben was overwhelming. "You were just usiing him?"

"Then why all the tests?" Ben pounded his fists on the thick glass that seperated him from the other two.

"Why go after just one person when you can have two?" Fusion Dexter chuckled. "Don't worry, Ben. Numbuh Five will be getting your treatment soon enough. We have to make it fair."

Ben glared at Dexter so hard, Numbuh Five almost thought laser would pop out of them. If looks could kill, Fusion Dex would've already been dead 92 times by now. "Touch her and I will rip you apart. Limb. By. Limb."

"By doing what?" Dexter smirked. "Your little watch is closed off. You can't do a thing. Besides, I won't harm her. If she cooperates, of course." He grabbed for Numbuh Five's wrist, only to have his hand smacked away by the operative.

"Nu-uh!" she said, her attitude kicking into full capacity. "That is not gonna happen!"

Dexter growled. "So be it." The fusion launched himself at her. Numbuh Five dived underhim and took out her ray. Fusion Dex landed on his feet and hissed. Numbuh Five fired at the fusion, but it did nothing. At all. Fusion Dexter smirked. Before Numbuh Five could even blink, the green copy ran over at an incredible speed and punched her in the stomach. Numbuh Five actually flew back a pretty good didstance. She hit the ground, hard. Dexter took the time to run over to a counter, grab his huge wrench and walk over to Numbuh Five. Numbuh Five looked up at he swung at her. Numbuh Five rolled out of the way and jumped up. She swung her fist and actually managed to hit the shorter opponent in the face, making him step back.

"Eww..." Numbuh Five looked at her hand, which now had fresh slime on it. Fusion Dexter looked at her. He spun around and swung his wrench, hitting her in the face with the metal end.

"Aah!" Five fell over and put a hand on her aching face. It was amazing that he hadn't broken her jaw, but there was a large cut and blood was seeping down her cheek. At this, Ben pounded his fists, helpless.

"Stop!" he shouted, furious.

The fusion turned at him and smirked. "Make me."

Numbuh Five reached into her pocket and took out one pellet. Last one, she thought. This better work!

Abby back rolled and stood up, while Fusion Dexter was busy agrivating Ben, she slipped the pellet in her blow tube, inhaled deeply and blew it out with powerful force.

Fusion Dexter's eyes widened as he felt the pellet lodge itself into his neck. He tride grabbing at it and gasped when he started to melt. "What? No!"

Numbuh Five ran past the fusion as he melted into a pool of slime screaming, "NOOO!"

Ben looked at her with amazement. "You... are really good at aiming with those things."

Numbuh Five smirked. "I try."

her eyes widened when she heard bubbling behind her. She turned around to see the pool of slime forming bubbles and turn into a human shape. It turned back into a solid and Fusion Dexter stood there, eyes glowing, lips snarling and clenching his wrench tightly.

'You little twit," he growled. "You thought you could defeat me with that little 'seed'? I am the oldest fusion that my master Fuse has created. I am the most powerful of them all!"

Abby gasped as she felt a hand close around her neck. Dusion Dexter was so fast, it was like he just teleported in front of her. He took the girl and threw her onto one of the computer screens. Numbuh Five cried out as she made contact with it, cracking the screen. She slid down, dazed. No, no, no! her brain screamed. Get up! Fight back!

Still dizzy, she grabbed her gun, only to have Fusion Dexter grab it from her and crush it with his bare hand.

"Don't hurt her anymore!" Ben cried, a bit desperate at this point.

Fusion Dexter growled. "She's getting what's coming to her." He lifted his wrench, ready to strike.

At this, Ben snapped. His voice morphed into two, his normal one and a much deeper one, as he shouted. "I. Said. DON'T!"

The two brawler's eyes widened as they both turned to Ben. The ground started to rumble as his bright green eyes started to glow with a neon green light. The glass around his tube splintered and shattered, the slime spilling onto the tile. Numbuh Five gasped as Ben was still floating in the air. He ripped off the breathing mask and turned his glowing eyes to Fusion Dexter, who stepped back under his gaze. The teen's skin started to crack, and bright, green light seeped through them. His hair started to fade in color until it was bright white, but glowed with a green tint. It floated and waved as it it were weightless. All of his skin started to fall away, showing off a new new layer that was such a dark green, it looked black. His whole form glowed in a powerful way. Abby stared at the unfirmiliar form he was in.

Fusion Dexter's bright red eyes widened. "How could he have done that? The Omnitrix wasn't even activated!"

Abby stared at his chest. There was no Plumber's symbol...

Ben's bright, white eyes glared at Fusion Dexter. He lifted his hands, green mana glowing from them. "Your exsistance is about to end."


	9. Chapter 9

Damn it! Buttercup thought as she was, once again, knocked down by her fusion self. How was this thing not dying already?

Oh yeah, cause it had the strength and attitude of her. Just a bit more evil.

She looked up at her fusion self who jumped back ten feet. Buttercup blinked. She was confused as to what the thing was doing until it started running in circles at four hundred miles per hour, creating a large, sickly green colored tornado. Buttercup tried to resist being sucked in and blocked the wind from her face with her arm. But her efforts failed as she flew into the green hurricane and started to whirl around, stuck literally in the middle of it. Suddenly, Fusion Buttercup stopped, flew up, and punched the twirling PowerPuff straight across the face and sending her flying down into Rex. The two skidded in the nasty slime and the both stopped with Buttercup on top of the surprised teen. Rex looked up at her, blushing.

"How's your battle going?" the red eyed teen asked casually, whiping slime off of his face.

"Just dandy," Buttercup sarcastically replied, lifting herself off of him and leaning on one hand. Her glove slipped on the slick slime and she collapsed next to him. "Ow."

Rex sat up and looked over at the two hellhound fusions. He had managed to take one down, but the other two weren't going down without a fight. He looked at Buttercup, "Trade me?"

Buttercup pondered his offer for a moment, then smirked, "Aw, hell, I dont see why not."

The two carefully stood up and and went after each other's opponents. Rex ran after Fusion Buttercup, who responded by flying up into the air. Knowing exactly what to do, Rex turned his arm into his slam cannon. Hitting the back against the rock, it tore up a peice of earth and fired it swtraight at the green copy, sending it flying and hitting the ground. Rex laughed. "Ten points for me!"

"Arrrgg!" Rex turned to see Buttercup pinned down under one of the massive hellhounds. He was about to run over and help. But Buttercup's eyes started to glow red. "Get. Off. Of. ME!" Bright, red hot lasers exploded from her eyes and hit the huge dog square in its face. It howled in pain and dissapproval and stumbled back, freeing the jade eyed tomboy. Buttercup stood up as Rex ran over.

"Nice one!" Rex grinned. Buttercup turned and smirked at him.

"Twenty points for me."

Rex lifted a perfectly arched eyebrow. "Oh, so you like to play this game, too?"

Buttercup blew her messed up bangs out of her face. She hadn't quite gotten a chance to cut her hair since the whole 'Belladonna' thing and it went just past her shoulders in uneven, weird, yet stylish, layers. "I live for this game."

The game continued on as Rex was suddenly tackled by Fusion Buttercup, who had recovered from the blow earlier. Buttercup grabbed the fusions short hair and ripped her off of him. She took the chance to punch it in the face, knee it in the stomach and kick it away, knocking it down. Lasers once again burst from the PowerPuff's eyes and it hit the fusion square in the face. The heat was so intense, the fusion started to bubble and burn up, until nothing was left. Buttercup stopped. "Another twenty for me!"

Rex gaped at her, "Nu-uh! That was, like, ten."

Buttercup turned to him. "Fifteen."

"Fine," Rex pouted, folding his arms. Suddenly, the forgotten second hellhound roared, and the two turned to it.

"Whoever kills this one first gets fifty points!" Rex said, lowering his goggles over his eyes.

Buttercup looked at him. "You're so on."

Then the two charged.

OoOoOoOoOoOoOoOoO

Ben had never felt so powerful in his life. It was like, a hidden energy inside him had just exploded, making him feel so alive. He held up his hand, and bright green mana glowed at his fingertips. But he wasn't so amazed at the time. There was only one tthought in his head: Kill Fusion Dexter.

Throwing out his arm, mana erupted from it and shot at Fusion Dexter, wraping itself around him. Ben swung his arm and the mana moved, swinging the fusion into the wall with incredible force. Ben dropped him and Fusion Dexter fell to the ground. Ben took the chance to slam the mana on him so hard, it shattered. Amazingly, the Fusion stood up, unharmed. Ben growled and shot mana at him, but Fusion Dexter was faster and he rolled out of the way.

Sick of the fusion moving, Ben hovered over and punched the fusion himself. The force was so great, the fusion flew back and hit the floor, cracking it. The fusion looked up. He didn't look nearly as good as when he started out, but he was still not dead yet. Ben held out his hands. Mana snaked out of them and grabbed Fusion Dexter's arms. Ben started to pull him apart and smirked when the fusion growled in pain.

"When I say stop," be hissed, ripping off one arm. "YOU STOP." He ripped off the other one. The fusion glared back at him as slime started to come back from the sockets and morph back into arms. Ben became frustrated.

"STOP REGENERATING," the lower part of Ben's voice took over and he started glowing. Ben's form started to grow until he was as tall as the ceiling, which was actually pretty tall. He looked down at the fusion.

Numbuh Five looked up at him with total shock. She had never seen Ben like this. Ever. This was bizarre.

"You don't scare me," Fusion Dexter spat up at the green anodyte. He threw his large wrench up at him, which Ben easily blocked. Ben tried to punch the copy, but Fusion Dexter rolled to the side. Suddenly, the fusion smiled. It was a cruel, evil smile. Ben hated it. The fusion grabbed a broken shard of glass and ran up to Numbuh Five. "Decision time, Benjamin. Either we both live, or we both die." Then he took the glass and stabbed the already wounded Numbuh Five right in the stomach.

Her cry of pain was unbearable to Ben's ears. Tears of pain formed in the younger girl's eyes and, leaving the glass in her now bloody stomach, Dexter stood up. "Ta, ta!" He said, smirking and ran out the door.

"Abby!" Ben cried. He started to shrink as he ran up to the injured girl. He knelt down next to her. His voice morphed back to two, his normal one a bit stronger as he said, "It's gonna be okay. I can fix this." Wincing at her cries, he took the shard out. Looking at it, he felt another sort of power merge inside of him. He threw the shard away and lightly put his hand on Numbuh Five's bloody wound. A bright light appearred and Ben grew weaker, but he managed to stay in this new alien form. He lifted up his hand to see that the wound was gone, but the blood remained.

"Ben.." Numbuh Five said weakly, opening her eyes and looking at the strange being in next to her. "Ben.. what.. what happened to you..?

Ben looked down at himself, now realizing what had really been going on. He was in an alien form, and the cuff was still around the Omnitrix...

How was this possible?

"I don't know, Five," then he noticed her arm. It was swollen and pretty messed up. He could see internal bleeding. "Numbuh Five, I think your arm is broken.. I don't have enough energy to heal it." He carefully picked her up, bridal style, and grabbed her fallen hat. "We have to get you help." Then he hovered out the door and flew down the hallways.

OoOoOoOoOoOoOoOoO

"I totally sliced that fusion before you tore it apart!"

"Uh, no, I destroyed it with my sonic scream!"

Rex and Buttercup were currently standing in a puddle of slime that had perviously been the fusion hellhound. The two had been arguing about who got the fifty points in their game of destroying and conquering.

"Fine," Rex lifted his goggles "We'll call it a tie."

"Which means I still win," Buttercup laughed and put her hands on her hips.

Rex rolled his maroon eyes. "So, what now?"

"We wait for Numbuh Five to get back with Ben."

"She's been gone for some time. You think she's okay?"

"She can take care of herself."

"True," Rex playfully looked at her. "And apparently, you can, too. You're pretty tough."

"Yeah, I know. I'm not exactly like my sisters, " the PowerPuff's jade eyes sparkled with individuality.

Rex gave her a sly smile. "I've heard that tough girls are pretty good kissers."

Buttercup dropped her arms and lifted an eyebrow. "Have you now?"

"Mhmm," Rex walked over to her. "I was just, ya know, wondering if it's true."

"You want me," Buttercup began, folding her arms. "to kiss you?"

Rex smirked, "Well, only if you want t-mmph!"

Before Rex could even finish his sentence, Buttercup grabbed a fistfull of his suit and yanked him down to her height, planting a kiss on his lips. Rex closed his eyes and deepened this kiss. Her chapstick smelled like green apples. Buttercup was about to go a bit further, when they both felt a presense behind them.

"Uh, whats going on here?"

The both pulled away in shock and turned to see a green, glowing figure with white hair floating behind them with Numbuh Five unconscious in his arms.

"Dah!" Rex stepped back. "Some sort of mutant fusion has Five!" He was about to charge at Ben, but Buttercup grabbed his suit and pulled him down, making him fall back.

"That's not a fusion, you idiot," Buttercup looked at the glowing form and glared. "Who are you? What have you done to our friend?"

"It's me," the form said. "Ben." Suddenly all the green skin started to fade and sink away into his core. His white hair turned draker until it was brown. The form dropped to the ground and clumsily landed. Tattered, beat up, human Ben stood before them.

Rex's eyes widened. "Ben? How did you-?"

"I'll explain later," he interupted. "We have to get Five some medical help. How did you guys get here?"

The two pointed up and Ben looked where they were pointing to see Ship hovering over heard. Ben smiled. "Julie. I can always count on her."

"Let's go!" Rex lightly took Numbuh Five from Ben. Two large, metal, jet pack like wings grew from his back and he flew up towards the green and black aircraft. Buttercup grabbed Ben's arm and sped after Rex.

Ben looked up at her. "So, what was that kiss about, anyway?"

Buttercup glared down at him, her green eyes looking into his. "If you tell anyone about that, I will put you on top of the Empire State Building and push you off."

"Point taken."


End file.
